Maybe full-frontal nudity shouldn’t be surprising. At a time when even the fancy, award-winning “golden age of television” dramas make regular visits to brothels or strip clubs (Game of Thrones, Deadwood, Boardwalk Empire, True Detective, The Sopranos, True Blood, The Knick, even Twin Peaks … the list goes on!), maybe it should be more shocking for a cable series not to flash some skin. (It makes me think of that College Humor video where the woman tells HBO, “After watching an hour of your shows, seeing my own boobs is like, Really?”) And since the vast majority of that nudity involves anonymous women swinging around a pole or quietly writhing around on some velveteen furniture in the background, there are no doubt viewers out there who welcome Max’s nudity as a sign of gender equality —a relatively respectful one, too, since it was made under the best possible circumstances. After all, this character has a name. He has a significant story line. We got to know him last season before we saw him naked. So why was I so scandalized?

In my defense, Stamberg admits that he, too, was skeptical about whether the scene was necessary, at least initially. In an interview with EW, he said he didn’t use a body double, so before he signed the nudity rider, The Affair’s creator, Sarah Treem, had to convince him that she wasn’t just using the scene as a gimmick to get people to watch. Treem argued that Helen had recently split from her husband Noah (Dominic West), and Helen hadn’t slept with anyone else since college, when she and Noah were close friends with Max. “What is it like for her to see someone else’s body?” Stamberg said. “And a person who is your husband’s best friend and been a big part of your life? It’s very deep and challenging and wildly intimate moment.”

After reading that interview with Stamberg, I went back and rewatched the episode. And I discovered something I didn’t expect: This was the most thoughtful use of nudity I’ve seen on television in a very long time.

The scene opens with a very tender shot of Max. Helen is lying in bed next to him, studying his face — which means that viewers also get to study his face before we get up close and personal with other parts — and the room is bathed in sunlight. The look on her face is a mix of a bemused Oh my God, I just did that! and a disgusted Oh my God, what did I just do? They have sex, and he awkwardly narrates the whole thing as it’s happening, until it’s over, and he confesses, “I’ve literally never had that much fun having sex with someone.” Everything from the look on her face to her deadpan response (“Literally?”) implies Helen wasn’t having quite as much fun. Afterward, Max gets up, walks around the hotel room naked with the curtains pulled wide open, and orders room service, making sure to inform the person taking the order that he’s the guy who just bought the hotel. When the camera zooms in for the full-frontal shot, it’s framed with Helen’s face in the foreground, looking right at Max’s lap, then very consciously looking away. We hear Max tell room service that he’s in Penthouse D — “like dog.”

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Only three minutes pass between the beginning of the scene and the full-frontal shot. And yet, you learn so much about these characters in that short amount of time. Max is supremely confident, maybe even arrogant, the kind of guy who enjoys the idea that people might be staring at him through the curtainless windows. He’s the kind of guy who’s used to getting what he wants, and Helen is part of that. Usually, when the camera shows a guy standing up naked, with a woman lying prone before him, her face directed at his lap, it suggests that the man is the one in control. You get the sense that even Max sees things that way, viewing himself as the “dog” (as he puts it) who just scored in Penthouse D.

But this scene is shot from Helen’s perspective, and director Jeffrey Reiner flips the power dynamic. When Helen really considers what Max means to her, she’s not thinking about him as a full human being. She’s thinking of him as a disembodied crotch, cut off from his brain. (When she questions his use of the word “literally,” it’s obvious that she doesn’t think he’s very smart.) Later in the episode, we learn that, having come from a high-society family, Helen once looked down upon her parents’ obsession with wealth, but here, she’s just as materialistic as Max. He brags about buying the hotel, but she fetishizes her belongings, too — it’s just that Max is one of them. He’s exactly the kind of trophy that a woman who pretends that money doesn’t matter would like to own.

That’s true in theory, anyway. In practice, judging by the way she quickly averts her gaze from his naked body, it seems that she doesn’t want him too close to her. And with her face inches away from his groin, she’s just about as close as she can get. The full-frontal shot isn’t meant to be sexy. It’s positively claustrophobic. The scene is meant for viewers to experience exactly what Helen is experiencing: It’s all too much, too soon, too in-your-face. And it’s over before there was time to figure out what was really happening. It’s over before there was time to get excited about it.

I admire Treem, Reiner, and Stamberg for elevating what could’ve otherwise been a cheap, exploitative late-night-cable-TV shot into a much deeper moment. According to Stamberg, Treem called it her favorite scene in the history of the show. And even if the filming was awkward for Stamberg (“Suddenly, the dude behind the monitor won’t look at you,” he says), he felt that it was a natural moment for his character. That’s just about as dignified as the crotch shot gets.